0000899243-21-022194.txt : 20210604
0000899243-21-022194.hdr.sgml : 20210604
20210604212529
ACCESSION NUMBER: 0000899243-21-022194
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210602
FILED AS OF DATE: 20210604
DATE AS OF CHANGE: 20210604
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DiMarco Kathryn
CENTRAL INDEX KEY: 0001861045
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40235
FILM NUMBER: 21998055
MAIL ADDRESS:
STREET 1: 30 HUDSON STREET, FLOOR 33
CITY: JERSEY CITY
STATE: NJ
ZIP: 07302
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Organon & Co.
CENTRAL INDEX KEY: 0001821825
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 852269702
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
BUSINESS PHONE: (908) 740-4000
MAIL ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-06-02
0
0001821825
Organon & Co.
OGN
0001861045
DiMarco Kathryn
C/O ORGANON & CO.
30 HUDSON STREET, FLOOR 33
JERSEY CITY
NJ
07302
0
1
0
0
Corporate Controller
Common Stock
803
D
Restricted Stock Units
2021-06-02
4
A
0
5609
0.00
A
2022-02-09
2024-02-09
Common Stock
5609
5609
D
Restricted Stock Units
2021-06-02
4
A
0
3740
0.00
A
2022-05-04
2024-05-04
Common Stock
3740
3740
D
Restricted Stock Units
2021-06-02
4
A
0
4957
0.00
A
2023-12-31
2023-12-31
Common Stock
4957
4957
D
Stock Option (Right to Buy)
36.11
2021-06-02
4
A
0
28996
0.00
A
2022-05-04
2031-05-03
Common Stock
28996
28996
D
Shares acquired in a pro rata distribution by Merck & Co., Inc. ("Merck") of shares of Organon & Co. ("Organon") in connection with the separation of Organon from Merck (the "Separation").
Each restricted stock unit represents a contingent right to receive one share of Organon common stock.
In connection with the Separation, each outstanding Merck restricted stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck restricted stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations.
These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on February 9, 2022, February 9, 2023 and February 9, 2024.
These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.
In connection with the Separation, each outstanding Merck performance stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck performance stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations.
These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023.
In connection with the Separation, each outstanding Merck stock option was converted into an award of options to purchase shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of shares and exercise price of each option award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck stock option. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations.
The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.
/s/ Faye C. Brown, as Attorney-in-Fact for Kathryn DiMarco
2021-06-04